SEC Notice: RBB Fund Trust and M.D. Sass, LLC Application for Exemption

Regs.gov: Securities and Exchange Commission

Published March 17th, 2026

Detected March 20th, 2026

Summary

The SEC has issued a notice regarding an application from The RBB Fund Trust and M.D. Sass, LLC. The applicants seek an exemption from certain provisions of the Investment Company Act of 1940 and related disclosure rules to allow for subadvisory agreements without shareholder approval and to modify fee disclosure requirements.

View original document View source feed page

What changed

The Securities and Exchange Commission (SEC) has published a notice concerning an application filed by The RBB Fund Trust and M.D. Sass, LLC. The applicants are requesting an exemption under section 6(c) of the Investment Company Act of 1940. Specifically, they seek relief from Section 15(a) of the Act, which typically requires shareholder approval for entering into or materially amending investment advisory contracts, and from certain disclosure requirements related to fees paid to subadvisers under Form N-1A and Schedule 14A.

This application, if granted, would permit the applicants to enter into and amend subadvisory agreements without the need for shareholder approval and would modify the disclosure obligations concerning subadviser fees. Interested parties have until April 13, 2026, to request a hearing on the application. Compliance officers in the investment management sector should review the application details to understand the potential implications for fund operations and disclosure practices, particularly concerning subadvisory relationships and fee structures.

What to do next

Review the application filed by The RBB Fund Trust and M.D. Sass, LLC.
Submit hearing requests by April 13, 2026, if applicable.

Source document (simplified)

Content

March 17, 2026.

ACTION:

Notice.

Notice of an application under section 6(c) of the Investment Company Act of 1940 (“Act”) for an exemption from Section 15(a)
of the Act, as well as from certain disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of Form N-1A, Items
22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A under the Securities Exchange Act of 1934, and sections
6-07(2)(a), (b), and (c) of Regulation S-X (“Disclosure Requirements”).

Summary of Application:

The requested exemption would permit Applicants to enter into and materially amend subadvisory agreements with subadvisers
without shareholder approval and would grant relief from the Disclosure Requirements as they relate to fees paid to the subadvisers.

Applicants:

The RBB Fund Trust and M.D. Sass, LLC.

Filing Dates:

The application was filed on January 27, 2026.

Hearing or Notification of Hearing:

An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request
a hearing on any application by emailing the SEC's Secretary at Secretarys-Office@sec.gov and serving the Applicants with a copy of the request by email, if an email address is listed for the relevant Applicant below,
or personally or by mail, if a physical address is listed for the relevant Applicant below. The email should include the file
number referenced above. Hearing requests should be received by the Commission by 5:30 p.m., Eastern time on April 13, 2026,
and should be accompanied by proof of service on the Applicants, in the form of an affidavit, or, for lawyers, a certificate
of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who
wish to be notified of a hearing may request notification by emailing the Commission's Secretary.

ADDRESSES:

The Commission: Secretarys-Office@sec.gov. Applicants: Jillian L. Bosmann, Esq., Faegre Drinker Biddle & Reath LLP, jillian.bosmann@faegredrinker.com, with a copy to Bobby Liu, Chief Legal and Risk Officer, M.D. Sass, LLC, bliu@mdsass.com.

FOR FURTHER INFORMATION CONTACT:

Rachel Loko, Senior Special Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION:

For Applicants' representations, legal analysis, and conditions, please refer to Applicants' application, dated January 27,
2026, which may be obtained via the Commission's website by searching for the file number at the top of this document, or
for an Applicant using the Company name search field on the SEC's EDGAR system. The SEC's EDGAR system may be searched at https://www.sec.gov/search-filings. You may also call the SEC's Office of Investor Education and Advocacy at (202) 551-8090.

For the Commission, by the Division of Investment Management, under delegated authority.

Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026-05434 Filed 3-18-26; 8:45 am] BILLING CODE P